Sequoia Benefits Portal Terms and Conditions

Last Updated: June 10, 2025

These Sequoia Benefits Portal Terms and Conditions (these “SBP Terms”) are incorporated by reference into the Client Services Order Form (the “Order Form”) by and between Sequoia Benefits and Insurance Services, LLC, d/b/a Sequoia Group, a California limited liability company (“Sequoia“) and the Client identified in such Agreement.  All capitalized terms used in these SBP Terms and not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Agreement.  As used herein, “Agreement” shall refer to the Order Form, these SBP Terms, and any other agreements identified in, incorporated into, or made a part of the Order Form. These SBP Terms set forth the additional terms and conditions under which Sequoia will provide to Client certain Sequoia Benefits Portal services (the “Services”) and supplement the Services General Terms & Conditions. In case of conflict, the order of priority of governing terms is (i) the Order Form, (ii) these SBP Terms, and then (iii) the other agreements identified in the Order Form.

1. Sequoia Deliverables. Sequoia will implement a benefits administration portal to manage and administer employee data, dependent data, employee and dependent benefit enrollment, and benefit documents and communications with bswift (“Sequoia Benefit Portal”) for Client and will develop enrollment and eligibility data transmissions to the insurance carrier, benefit plan, service provider, or other party that offers a plan, service, or product to Employees (as defined below) which plan, service, or product is an employee benefit described on the Sequoia Benefits Portal (“Vendor(s)”).  Client and Sequoia will work together to confirm requirements to develop the Sequoia Benefits Portal with bswift.
   1. Development of the Sequoia Benefits Portal. The Sequoia Benefits Portal will provide Employees with the ability to compare the various benefit options available from Client, select an appropriate option, and enroll electronically in the desired benefit plan, provided the Employee is eligible for the particular benefit.  “Employees” are current or former employees of Client who are loaded on the Sequoia Benefits Portal. The Sequoia Benefits Portal may include links that can be used to hyperlink to Client’s other proprietary websites and/or those of its Vendors.  Sequoia does not own or operate any such websites and expressly disclaims all responsibility for the content therein.
      1. Benefit Enrollment Feature. The Sequoia Benefits Portal shall collect demographic and benefit election data for Employees and their dependents for various benefit plans.
      2. Benefit Comparisons. A benefit comparison tool will be available to each Client who desires to provide Employees with a side-by-side benefit comparison of applicable benefit plans.
      3. Internal Benefit Communications. The Sequoia Benefits Portal will have the capability of supporting Client’s corporate communications, including those communications related to employee benefits.
   2. Vendor Transmission. Upon the completion of the Sequoia Benefits Portal, Employee and applicable dependent enrollment and demographic data will be transmitted to Vendors via EDI or Sequoia’s enrollment team, contingent upon each Vendor’s ability and willingness to accept such data electronically.
   3. Training. Sequoia will provide training on the use of the Sequoia Benefits Portal to the Client.  The purpose of the training shall be to educate and train the members of the Client administrative team responsible for the day-to-day benefit management operations and processes (“Administrative Users”), and the Employees on how to use the Sequoia Benefits Portal.

2. Client Deliverables.
   1. Information/Customization. Client shall assist Sequoia in the implementation and renewal of the Sequoia Benefits Portal, including, without limitation, selecting the desired services and voluntary benefits from among those offered by Sequoia, providing the benefit plan description materials and information required to be furnished to Employees as part of the enrollment process under applicable law, providing annual payroll schedules and related codes, identifying any agents or brokers responsible for placing the coverage with Client, identifying the office locations, identifying employees or other individuals to whom the Sequoia Benefits Portal will be made available (“User(s)”), and approving the Sequoia Benefits Portal content.  Client shall, to its knowledge, ensure that all written benefit plan materials are accurate and in compliance with applicable law and that all benefits furnished under the plan offered to the Employees are legally appropriate taking into account tax and other issues.
   2. Name Use. Client hereby grants Sequoia a limited worldwide, non-exclusive, non-transferable license to use Client’s name, logo, and trademark on the co-branded Sequoia Benefits Portal during the term of this Agreement.  This license shall automatically terminate, without notice to Sequoia upon the termination or expiration of this Agreement.
   3. Internal Promotion. Client will actively promote the use of the Sequoia Benefits Portal to the Employees and the human resource department personnel responsible for benefit plan enrollment and administration and selected inter-company human resource communications.
   4. User List. Client shall furnish Sequoia with a User list by entering and updating data directly on the Sequoia Benefits Portal by the Client’s designated administrator(s).  Client is responsible for managing the accuracy of all User data, including but not limited to, addition of new hires, timely terminations, salary changes, demographics, and qualifying life events.
   5. Internet Access. Client, at its own cost and expense, will provide its Employees with the ability to access the Sequoia Benefits Portal via the Internet.  Client shall provide all software, hardware, including without limitation, computers and modems, and Internet service required for Employees to access the Sequoia Benefits Portal.
   6. Carrier Requirements. Client acknowledges that all Users shall comply with applicable carrier requirements included in the online enrollment platform, including but not limited to, carrier arbitration agreements.

3. Ongoing Software and Support Fees. The number of Employees covered by the fee will be calculated as of the first day of each month and terminated Employees shall be excluded from the Employee count as of the first day of the month following the termination unless Sequoia is involved in administering benefits for those Employees or their dependents.

4. BAA. The parties acknowledge that any Confidential Information that is subject to the Business Associate Agreement between the parties (the “BAA”) shall be governed by the BAA.

5. Vendor Data Usage. If an Employee or User clicks a link to a Vendor’s website or purchases products or services from a Vendor, Sequoia is not responsible for that Vendor’s use of information captured or gleaned from the experience of that User or Employee.

6. SBP Terms Updates. Client acknowledges and agrees that Sequoia may, in its sole discretion, modify or update these SBP Terms from time to time, and that Client should review these SBP Terms and any notices made available to Client periodically. When Sequoia materially changes these SBP Terms, Sequoia will (a) update the ‘Last Updated’ date at the top of this page and (b) notify Client’s Account Administrator via email or Sequoia People Platform notifications that material changes have been made to these SBP Terms. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new Services, new functionality of existing Services, or changes made for legal reasons will be effective immediately. Client’s continued use of the Services after the date any such change becomes effective constitutes Client’s acceptance of these SBP Terms, as updated. If Client does not agree to any of these SBP Terms, including as updated from time to time, Client may not use or access the Services.